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    Jun. 11, 2026

Proposed Form PF Amendments Significantly Reduce Reporting Requirements on Fund Managers (Part One of Two)

On April 20, 2026, the SEC and CFTC jointly issued a set of proposed amendments (Proposal) to Form PF. If adopted as written, the Proposal would eliminate filing requirements for a number of advisers based on increased reporting thresholds, while streamlining and reducing reporting requirements for many others. The revisions reflect the regulators’ express objective of reducing the compliance burdens faced by advisers while refocusing Form PF on its core purpose, which is to provide data used to monitor systemic risks posed by the private funds industry. This first article in a two-part series offers a high-level overview of the various changes to Form PF outlined in the Proposal, along with analysis from legal experts abouts its potential impact on the private funds industry. The second article will provide detailed consideration of the revisions that are most applicable to PE sponsors, including the SEC’s request for comment about expanding reporting obligations for private credit funds. See “Analyzing the Revamped Form PF and Related SEC Staff FAQs” (Jun. 26, 2025).

Variations in Distribution Waterfall Structures Across Private Credit Fund Strategies (Part Two of Two)

The selection of an appropriate distribution waterfall structure is a core component of private credit fund design that determines how profits are allocated, incentives are aligned and a fund’s risk-return philosophy is signaled to prospective investors. Those can vary widely across private credit funds, however, depending on the strategies at play and the fundamental characteristics of the wide array of potential types of underlying assets targeted thereby. Further, whereas the return profiles for traditional PE funds are dominated by capital appreciation, private credit funds must design waterfalls that account for the regular generation of current income through interest payments and fees; the treatment of payment-in-kind interest and original issue discount; capital appreciation from equity participations; convertible notes or distressed scenarios; and early realizations through secondary sales, refinancings, prepayments and liability management exercises. Those types of current income generation often require private credit sponsors to deviate from the traditional American- and European-style waterfalls that are typical of PE funds. This second article in a two-part guest series by Willkie Farr partners Samuel Weber and John M. Knapke outlines several types of waterfall structures – and relevant variations within each – that are used to align with the risk, reward and return profiles of each asset class. The first article described the core asset types and related return drivers of various private credit asset classes, including infrastructure debt and dislocation funds. See “Emerging Industry Trends Include Rise of Evergreen Structures, Tax Complications and Private Credit Funds” (Jan. 9, 2025).

SEC’s Approaches to Exams, Enforcement and Retailization Under Atkins

SEC Chairman Paul S. Atkins has touted a “back to basics” approach at the SEC, emphasizing the importance of combating fraud and other conduct that causes investor harm over penalizing firms for what some consider technical violations. At the Securities Enforcement Forum West 2026, a panel of industry professionals, most of whom had substantial experience working at the SEC, examined how Atkins’ approach is practically impacting the Commission’s examination and enforcement efforts. The panelists also discussed the agency’s focus on retail investors, concerns around the retailization of private funds, private fund valuation issues and adoption of artificial intelligence. This article synthesizes their remarks. See “Recalibrating Securities Enforcement and Risk: What Fund Managers Should Know About the Shifting Legal Landscape” (Apr. 2, 2026).

Structuring PPMs: Regulatory Framework, Drafting Tips and the Decision to Use a PPM

Private offerings dominate U.S. capital formation. In 2023, securities offerings under Rule 506(b) of Regulation D under the Securities Act of 1933 accounted for $2.3 trillion in capital raised, whereas registered public offerings totaled merely $82.7 billion. Hence, the private market is a primary avenue for raising capital, not a fallback. The private placement memorandum (PPM) sits at the center of that activity – both as the disclosure document that satisfies the anti-fraud regime of the federal securities laws and as a manager’s primary defense if an investor claims to have been misled. The primary considerations and machinations when drafting PPMs were addressed in a webinar hosted by BARBRI (formerly Strafford) that featured Cenkus Law managing partner Brett A. Cenkus, Latham & Watkins partner Zachary Fallon and McCarter & English partner Gary J. Ross. This article summarizes relevant takeaways from the program for private fund managers, including the regulatory framework underlying private offerings, when to use a PPM, tips for drafting a PPM and the role of due diligence in limiting counsel’s liability. See “Survey Finds PE Fundraising Momentum Building Toward 2026 Uptick” (Sep. 18, 2025).

SEC’s Latest Enforcement Results and Budget Request Affirm Focus on Fraud

On April 7, 2026, the SEC announced its fiscal year (FY) 2025 (FY2025) enforcement results, which indicate an emphasis on pursuing fraud aggressively while deemphasizing certain types of violations that prior SEC leadership pursued. In the current Commission’s view, those earlier enforcement actions misapplied securities laws and squandered limited resources in pursuit of conduct that did not really harm investors. The lower numbers presented in the new enforcement results reflect a focus on combating more dangerous violative conduct. When it comes to insider trading and other conscious flouting of the securities laws, the SEC is especially vigilant, legal experts say. The SEC also released its FY2027 Congressional Budget Justification Annual Performance Plan and appointed David Woodcock as the new director of its Division of Enforcement, on the heels of Margaret Ryan’s resignation. Although the budget plan requests lower allocations for most programs than the SEC sought for the prior fiscal year, that does not translate into a smaller operating budget or limited effectiveness, in the view of former SEC officials interviewed by the Private Equity Law Report. Thus, it is imperative for fund managers to stay vigilant about compliance. This article summarizes the FY2025 enforcement results and compares them to earlier years; analyzes the SEC’s current priorities and their role in the latest totals; breaks down the SEC’s FY2027 budget request; examines the Commission’s stance on artificial intelligence as set forth in that request; and considers Woodcock’s appointment, with expert legal commentary. See “2026 Securities Enforcement Forum Panel Discusses Current Enforcement Climate” (May 14, 2026).

Sidley Austin Bolsters New York Office With Trio of Investment Fund Experts

Clifford R. Cone, Michael Sabin and Daniel Drabkin have joined Sidley Austin as partners in the investment funds group in the firm’s New York office. For insights from Cone, see “SEC Signals Continued Willingness to Pursue Technical Violations With No Apparent Investor Harm” (Oct. 16, 2025); and from Sabin, see “Current Trends and Pressure Points in Negotiations Around Distribution Waterfalls” (Jan. 23, 2025).

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